Company Website:
http://www.aeropuertosgap.com.mx
GUADALAJARA, Mexico -- (Business Wire)
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (NYSE: PAC; BMV: GAP)
(“the Company” or “GAP”) send today the following letter to its
shareholders:
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (“GAP”, “we” or
“us”) is writing to you to clarify certain misinformation that has been
recently communicated to our shareholders and to ensure that our
shareholders are adequately and accurately informed in advance of our
annual general ordinary and extraordinary shareholders’ meeting on April
23, 2014 (the “Ordinary Shareholders’ Meeting” and the “Extraordinary
Shareholders’ Meeting”, respectively, and together, the “Ordinary and
Extraordinary Shareholders’ Meeting”). Recently, you may have received a
communication from another shareholder of GAP – Grupo México, S.A.B. de
C.V. (“Grupo México”) – in which Grupo México alleges that we have
intentionally deceived our shareholders by crafting an agenda for the
Ordinary and Extraordinary Shareholders’ Meeting that prevents our
shareholders from exercising their right to vote at the meeting in an
informed and meaningful manner.The management of GAP considers
these allegations to be baseless.As you may be aware, Grupo
México has been waging a campaign to take over our company by purchasing
shares in contravention of our bylaws, a matter which the Mexican
Supreme Court recently agreed to review, in addition to having initiated
several other proceedings and litigation against GAP in recent years.This communication is the latest in a series of maneuvers by Grupo
México meant to misinform and manipulate our shareholders.
The management of GAP welcomes the expression by our shareholders,
including Grupo México, of their views in advance of our shareholder
meetings.However, our management is also of the firm belief that
our shareholders should receive timely and transparent information on
items to be voted on at such meetings.
In the fulfillment of our duty to ensure our shareholders receive
such information, we would like to take this opportunity to communicate
to you and the rest of our shareholders our company’s view in response
to Grupo México’s allegations.
I. Our agenda items regarding releases from liability for selected
officers, directors and committees (Agenda Item Nos. I.e.2, I.g.1 and
I.g.2, Ordinary Shareholders’ Meeting in Grupo México’s communication)
follow common corporate practice and are not intended to evade
accountability to our shareholders.
In our agenda for the Ordinary Shareholders’ Meeting published on
February 28, 2014 (the “Agenda”), we included three proposals regarding
the release from further obligations of various members of our
management and governing bodies as Agenda Item Nos. I.e.2, I.g.1 and
I.g.2 (the “Liability Release Proposals”).
Grupo México alleges that our management has included these Liability
Release Proposals in a quest to “evade accountability for their
actions”, and asks that our shareholders therefore reject the proposals.
Contrary to Grupo México’s claims, the release of a corporation’s
board members, members of board committees and secretary from further
responsibility is a common corporate practice, and our shareholders have
historically ratified the actions taken by our administration and our
board members.Indeed, a similar provision is contained in GAP’s
bylaws (Art. 25).As such, we consider the Liability Release
Proposals to be, with respect to the release of our board members and
the members of our board committees, largely routine steps that mirror
the releases that are contained in our bylaws.In addition, these
releases fulfill an ongoing role of ensuring the security and
independence of our management and decision-making bodies in their
actions for the benefit of our investors since GAP’s initial public
offering in 2006.Our company’s continuing profitability speaks
to the importance of this role.It should be stressed that while
our management and board members have continued to act to protect the
interests of GAP’s shareholders and overseen distributions to
shareholders year after year, the leadership of Grupo México has
continuously attempted to block the distribution to our Series B
shareholders of a dividend amounting to Ps. 732 million, or
approximately Ps. 1.65/share, the result of an overwhelmingly approved
capital reduction in September 2012.
II. Neither of Grupo México’s examples of concern regarding our
management and board’s actions are justified.
Grupo México cites two particular examples of actions that they
contend raise concerns about the proposed releases contained in the
Liability Release Proposal.We believe that neither example is
justified. Grupo México contends that our annual expenses for
professional fees amount to “illegal” expenditures.
To the contrary, GAP, like any other corporate entity, incurs a
variety of professional expenses in the routine defense of its
interests, including fiscal, property, corporate and otherwise.It
is disconcerting to receive such criticism from the very shareholder
whose attempts to take over our company, for its own benefit and in
contravention of our bylaws, have forced us to take ongoing and vigorous
legal action to defend ourselves, our shareholders and our bylaws.
Grupo México further contends that GAP has mishandled a corporate
opportunity in connection with the Otay-Tijuana Cross Border Facility
and our Tijuana Airport.Again, Grupo México’s allegation is
mistaken.
We would like to underscore some of the benefits that we believe this
project will bring for our shareholders.The Tijuana cross-border
facility is a conjunction of an American initiative that received
President Obama’s approval in 2010, along with the connecting facility
to be developed with our Tijuana Airport’s existing terminal.As
for the latter, the costs of the construction will be incorporated into
the passenger charges that are approved in our Master Development Plans
as of January 2015 and, as a result, will be at no cost to shareholders.Furthermore, we expect the bridge to significantly increase our
passenger traffic through our Tijuana Airport over one of the busiest
border crossings in the world, which in turn will benefit our
shareholders.In addition, our board considered the Tijuana
cross-border opportunity in 2007, and after deliberation, decided to
approve our continued efforts in pursuing the opportunity while also
allowing the investment by selected AMP (Aeropuertos Mexicanos del
Pacífico) shareholders in the American initiative – which, as previously
mentioned, is to be considered a separate endeavor.We also take
this opportunity to highlight that our Audit Committee and our board
approved under Mexican law the agreement between our Tijuana Airport and
the American concessionaire, governing the development and operation of
the new facility, as related party transactions.GAP has worked
actively with the Governments of Mexico and the United States to
facilitate the success of this initiative, both with respect to our
customers and our company.
III. The alleged ‘bundling’ of agenda items follows our company’s
tradition and is not intended to deceive shareholders.
Along with the Liability Release Proposals, we included various other
routine items regarding our annual performance and operations contained
in Item No. I of the Agenda.
Grupo México alleges that the simple fact of ‘bundling’ these related
reports into one Agenda item is “coercive and misleading” to our
shareholders.GAP’s management considers this allegation to be
without merit.
Far from the alleged malicious intent by GAP, our Meeting Agenda
merely follows our customary practice and applicable law for
shareholders’ meeting agendas.As a matter of Mexican law, this
issue is to be decided by our shareholders at the Ordinary and
Extraordinary Shareholders’ Meeting. To the extent that our shareholders
wish to vote on these matters collectively, they may do so.Alternatively,
to the extent our shareholders wish to vote on these points
individually, they may also do that. This matter is required under
Mexican law to be decided by all of our shareholders in the context of
the Ordinary and Extraordinary Shareholders’ Meeting.
IV. The proposed change in corporate domicile (Agenda Item No. II,
Extraordinary Shareholders’ Meeting) will result in cost savings and
efficiencies for GAP.
In Agenda Item No. II of the agenda for the Extraordinary
Shareholders’ Meeting, we included a proposal to change our corporate
domicile.
Our company’s base of operations – along with two of our most
important airports – is in the state of Jalisco, and we therefore
believe that it is practical and logical that our corporate domicile
reflect this.The move from Mexico City to the city of
Guadalajara, Jalisco also provides several distinct opportunities for
GAP to cut expenses.As a result of the move, we will be able to
avoid the various costly requirements for our officers to remain
domiciled in Mexico City and the high costs of regular travel between
the two cities, as well as to take advantage of lower legal costs with
Jalisco firms.
Despite the above-mentioned advantages, Grupo México claims that this
proposal cloaks our management’s intention to “escape…the most
sophisticated judges and most reliable body of precedent” of Mexico City
in favor of the courts of Guadalajara – Mexico’s second most populous
municipality and third-largest economy.
Our management views Grupo México’s allegation as not only ignoring
the practicalities of the move from a corporate efficiency perspective,
but also ignoring the basic workings of Mexico’s federal legal system.Changing our corporate domicile will not affect the federal
jurisdiction of claims under federal laws (including the Mexican Stock
Market Law). Furthermore, Grupo México’s insinuation that the
Guadalajara courts are unsophisticated is completely without basis and,
we believe, unjustifiably maligns the judiciary of Mexico’s
second-largest city.It is our belief that our shareholders will
only benefit from the move of our corporate domicile to Guadalajara, and
that Grupo México’s allegations are therefore incorrect.
V. Grupo México’s call for shareholders to vote against “Proposal II”
(i.e., the corporate domicile proposal) is unclear and could have
unintended consequences for the results of shareholder voting.
Our management is concerned with the imprecise reference to “Proposal
II” in Grupo México’s recent communication.As our Agenda
contains a list of proposals for both our ordinary and extraordinary
meetings, we want to call our shareholders’ attention to the fact that
there are, as a result, two “Proposal IIs”.While we assume that
Grupo México is attempting to refer to the Proposal II contained in the
Agenda for our annual general extraordinary meeting, we emphasize that a
vote against Proposal II of the Agenda for our annual general ordinary
meeting – which contains the approval of our company’s financial
statements and the capital reduction, among other items – could have
serious consequences for the ability of our company to issue dividends
to you.
VI. Grupo México’s alternate “gold voting instruction form” should be
rejected.
Finally, you may have received additional voting materials from Grupo
México, including a “gold voting instruction form.” We would like to
emphasize that these materials are not authorized by GAP’s management
and are meant only to serve Grupo México’s goal of taking over our
company at the cost of confusing our shareholders while flagrantly
disregarding our company’s bylaws. Accordingly, we urge you to only use
the voting form provided by GAP (available on our webpage at www.aeropuertosgap.com.mx/en/investors.html)
in the exercise of your voting rights.
***
We wish to emphasize our commitment to providing all shareholders
with timely and transparent information in advance of our Ordinary and
Extraordinary Shareholders’ Meeting, and to supporting an inclusive,
balanced and cohesive voting process for all of our shareholders.We
are confident that by sharing this additional perspective with you, each
shareholder will be able to take better informed decisions to support
the collective benefit of all of GAP’s shareholders, and not those that
serve the narrow interests of a select few.We look forward to
your participation and support in this year’s Ordinary and Extraordinary
Shareholders’ Meeting and in future meetings.
Respectfully yours,
/s/ FERNANDO
BOSQUE MOHÍNO
Fernando Bosque Mohíno
Chief
Executive Officer
Grupo Aeroportuario del Pacífico
*
* *
Company Description:
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (GAP) operates twelve
airports throughout Mexico’s Pacific region, including the major cities
of Guadalajara and Tijuana, the four tourist destinations of Puerto
Vallarta, Los Cabos, La Paz and Manzanillo, and six mid-sized cities:
Hermosillo,Guanajuato, Morelia, Aguascalientes, Mexicali and Los
Mochis. In February 2006, GAP’s shares were listed on the New York Stock
Exchange under the ticker symbol “PAC” and on the Mexican Stock Exchange
under the ticker symbol “GAP”.
This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based
on management’s current view and estimates of future economic
circumstances, industry conditions, company performance and financial
results. The words “anticipates”, “believes”, “estimates”, “expects”,
“plans” and similar expressions, as they relate to the company, are
intended to identify forward-looking statements. Statements regarding
the declaration or payment of dividends, the implementation of principal
operating and financing strategies and capital expenditure plans, the
direction of future operations and the factors or trends affecting
financial condition, liquidity or results of operations are examples of
forward-looking statements. Such statements reflect the current views of
management and are subject to a number of risks and uncertainties. There
is no guarantee that the expected events, trends or results will
actually occur. The statements are based on many assumptions and
factors, including general economic and market conditions, industry
conditions, and operating factors. Any changes in such assumptions or
factors could cause actual results to differ materially from current
expectations.
In accordance with Section 806 of the Sarbanes-Oxley Act of 2002 and
article 42 of the “Ley del Mercado de Valores”, GAP has implemented a “whistleblower”
program, which allows complainants to anonymously and confidentially
report suspected activities that may involve criminal conduct or
violations. The telephone number in Mexico, facilitated by a fourth
party that is in charge of collecting these complaints, is 01 800 563 00
47. The web site is www.lineadedenuncia.com/gap.
GAP’s Audit Committee will be notified of all complaints for immediate
investigation.
For more information please visit www.aeropuertosgap.com.mx
Follow us at:http://twitter.com/aeropuertosGAP
Contacts:
In Mexico
Grupo Aeroportuario del Pacífico, S.A.B.
de C.V.
Miguel Aliaga, 01 (33) 38801100 ext 202
Institutional
Relations Officer
maliaga@aeropuertosgap.com.mx
or
In
the U.S.
i-advize Corporate Communications
Maria
Barona, 212-406-3691 / 3693
gap@i-advize.com
Source: Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
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